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Breach of Duty › Directors › Corporate Counsel

Conyers

The Duties of Independent Directors in Amalgamations and Mergers

Conyers on

This article is the second of a three-part series analysing the decision of Justice Martin in Glendina Pty Limited & Ors v NKWE Platinum Ltd (2025) SC (Bda) 15 Civ – the first “fair value” appraisal claim under section 106...more

Wilson Sonsini Goodrich & Rosati

In Rare Decision, Delaware Court of Chancery Imposes Liability on CEO and Acquiror Post-Trial

Wilson Sonsini Goodrich & Rosati on

On March 15, 2023, Chancellor Kathaleen St. J. McCormick of the Delaware Court of Chancery issued a rare post-trial decision finding a CEO personally liable for millions of dollars in damages for breaching his fiduciary...more

Bennett Jones LLP

Court Decision Highlights "Nominee" Director Issues

Bennett Jones LLP on

Key Highlights - - Centerra Judge found the breaches of fiduciary duties the most egregious he had ever seen. - Nominee director principles in Centerra are relevant to directors of corporations governed by the Canada...more

Skadden, Arps, Slate, Meagher & Flom LLP

Skadden's 2019 Insights: Key Delaware Corporation Law Developments

Skadden, Arps, Slate, Meagher & Flom LLP on

The Delaware courts issued a number of significant decisions in 2018 that are likely to have ripple effects throughout 2019. Among them were a series of cases that further developed the parameters of the Corwin and MFW...more

Morris James LLP

Delaware Corporate and Commercial Case Law Year In Review – 2017

Morris James LLP on

This top ten list summarizes significant decisions of the Delaware Supreme Court and the Delaware Court of Chancery over the past calendar year. Our criteria for selection are that the decision either changed the law in a...more

Winstead PC

Court Holds That An Officer Can Negotiate New Employment Without Breaching Fiduciary Duties

Winstead PC on

In Great American Food Chain, Inc. v. Andreottola, a corporate officer and director negotiated and accepted employment with a competitor while still employed with his prior employer. No. 3:14-CV-1727-BK, 2016 U.S. Dist. LEXIS...more

Mintz - Employment, Labor & Benefits...

A WARNing to Directors and Officers — Failure to give proper WARN Act notice may breach your fiduciary duty

Mintz - Employment, Labor & Benefits... on

At first glance, Stanziale v. MILK072011, looks like someone suing over a bad expiration date and conjures up images of Ron Burgundy proclaiming “milk was a bad choice.” But in actuality Stanziale is much more interesting: it...more

Sheppard Mullin Richter & Hampton LLP

Back To The Future – Should Stock Incentive Plans Impose Grant Limits on Non-Employee Director Awards?

Sheppard Mullin Richter & Hampton LLP on

On April 30, 2015, the Court of Chancery of the State of Delaware rendered an important case decision in a procedural matter dealing with the equity compensation of non-employee members of a company’s board of directors (see...more

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